Document

424B3 1 nuscalepowercorpprospectus.htm 424B3 Document

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-264910

Prospectus Supplement No. 3

(To Prospectus dated July 1, 2022)

NuScale Power Corporation

This prospectus supplement updates and amends the prospectus dated July 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-264910), with the information contained in our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our shares of Class A common stock are listed on The New York Stock Exchange (the “NYSE”) under the symbol “SMR.” On November 11, 2022 the closing sale price of our Class A common stock was $11.70 per share. Our public warrants are listed on the NYSE under the symbol “SMR-WS.” On November 11, 2022, the closing sale price of our public warrants was $2.19 per warrant.

Investing in shares of our Class A common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 9 of the Prospectus, as modified or updated by this prospectus supplement.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 14, 2022


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Delaware			98-1588588
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

6650 SW Redwood Ln Suite 210	Portland	Oregon	97224
(Address of Principal Executive Offices)			(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SMR	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SMR.WS	New York Stock Exchange


Large accelerated filer		Accelerated filer
Non-accelerated filer	☑	Smaller reporting company	☐
		Emerging growth company	☑


		Page Number

	Glossary of Terms

Part I - Financial Information
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
Part II - Other Information
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45


(in thousands, except share and per share amounts)	September 30, 2022	December 31, 2021
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$ 268,608	$ 77,094
Short-term investments	50,000	—
Prepaid expenses	6,428	4,147
Accounts receivable	22,814	4,833
Total current assets	347,850	86,074
Property, plant and equipment, net	4,972	4,960
In-process research and development	16,900	16,900
Intangible assets, net	1,103	1,236
Goodwill	8,255	8,255
Restricted cash	18,900	—
Other assets	6,263	3,772
Total assets	$ 404,243	$ 121,197
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$ 31,910	$ 22,375
Accrued compensation	9,052	10,552
Convertible notes payable	—	14,041
Other accrued liabilities	1,459	1,440
Total current liabilities	42,421	48,408
Warrant liabilities	38,211	—
Noncurrent liabilities	2,995	2,976
Deferred revenue	1,131	1,415
Total liabilities	84,758	52,799
Mezzanine Equity	—	2,140
Stockholders’ Equity
Convertible preferred units	—	819,694
Common units	—	28,184
Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 51,820,595 shares issued and outstanding as of September 30, 2022	5	—
Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 173,914,373 shares issued and outstanding as of September 30, 2022	18	—
Additional paid-in capital	272,217	—
Accumulated deficit	(169,478)	(781,620)
Total Stockholders’ Equity Excluding Noncontrolling Interests	102,762	66,258
Noncontrolling interests	216,723	—
Total Stockholders' Equity	319,485	66,258
Total Liabilities, Mezzanine Equity and Stockholders' Equity	$ 404,243	$ 121,197


(in thousands, except share and per share amounts)	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Revenue	$ 3,172	$ 297	$ 8,366	$ 1,333
Cost of sales	(1,749)	(156)	(4,693)	(807)
Gross margin	1,423	141	3,673	526
Research and development expenses	34,317	26,370	87,325	66,021
General and administrative expenses	18,473	13,686	44,436	32,524
Other expenses	14,731	5,921	34,524	25,222
Loss from operations	(66,098)	(45,836)	(162,612)	(123,241)
Department of Energy cost share	18,377	18,839	64,016	50,408
Increase (decrease) in fair value of warrant liabilities	(2,833)	—	3,287	—
Other cost share (interest expense)	924	(104)	926	(1,613)
Loss before income taxes	(49,630)	(27,101)	(94,383)	(74,446)
Provision (benefit) for income taxes	—	—	—	—
Net loss	(49,630)	(27,101)	(94,383)	(74,446)
Net loss attributable to legacy NuScale LLC holders prior to Transaction	—	—	(31,155)	—
Net loss attributable to noncontrolling interests	(38,923)	—	(49,928)	—
Net Loss Attributable to Class A Common Stockholders	$ (10,707)	$ (27,101)	$ (13,300)	$ (74,446)

Loss Per Share of Class A Common Stock:
Basic and Diluted	$ (0.23)	$ —	$ (0.30)	$ —

Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted	46,417,563	—	44,087,767	—


(in thousands)							Common Stock
	Mezzanine Equity		Convertible Preferred Units		Common Units		Class A		Class B		Additional Paid-in Capital	Accumulated Deficit	Noncontrolling Interests	Total Stockholders’ Equity
	Units	Amount	Units	Amount	Units	Amount	Shares	Amount	Shares	Amount
Balances at June 30, 2022 (unaudited)	—	$ —	—	$ —	—	$ —	42,028	$ 4	178,397	$ 18	$ 221,379	$ (158,771)	$ 269,108	$ 331,738
Exercise of common unit options	—	—	—	—	—	—	—	—	—	—	—	—	—	—
Repurchase of common units	—	—	—	—	—	—	—	—	—	—	—	—	—	—
Issuance of treasury units	—	—	—	—	—	—	—	—	—	—	—	—	—	—
Conversion of equity award to liability award	—	—	—	—	—	—	—	—	—	—	—	—	—	—
Equity-based compensation expense	—	—	—	—	—	—	—	—	—	—	3,585	—	—	3,585
Reverse recapitalization, net	—	—	—	—	—	—	—	—	—	—	—	—	—	—
Exercise of common share options and warrants	—	—	—	—	—	—	3,666	1	—	—	33,791	—	—	33,792
Issuance of earn-out shares upon triggering event	—	—	—	—	—	—	1,644	—	—	—	—	—	—	—
Conversion of combined interest into Class A shares	—	—	—	—	—	—	4,482	—	(4,482)	—	—	—	—	—
Rebalancing of ownership percentage for conversion of combined interest into Class A shares	—	—	—	—	—	—	—	—	—	—	13,462	—	(13,462)	—
Net loss attributable to legacy NuScale prior to Transaction	—	—	—	—	—	—	—	—	—	—	—	—	—	—
Net loss after the Transaction	—	—	—	—	—	—	—	—	—	—	—	(10,707)	(38,923)	(49,630)
Balances at September 30, 2022 (unaudited)	—	$ —	—	$ —	—	$ —	51,820	$ 5	173,915	$ 18	$ 272,217	$ (169,478)	$ 216,723	$ 319,485


(in thousands)
	Mezzanine		Convertible Preferred Units		Common Units		Accumulated Deficit	Total Stockholders’ Equity
	Units	Amount	Units	Amount	Units	Amount
Balances at June 30, 2021 (unaudited)	6,000	$ 2,140	591,239	$ 727,668	8,182	$ 25,554	$ (726,472)	$ 26,750
Sale of convertible preferred units	36,530	80,000	5,480	12,000	—	—	—	12,000
Issuance of convertible preferred units	—	—	12	26	—	—	—	26
Exercise of common unit options	—	—	—	—	86	38	—	38
Repurchase of common units	—	—	—	—	(15)	(17)	—	(17)
Issuance of treasury shares	—	—	—	—	18	19	—	19
Equity-based compensation expense	—	—	—	—	—	1,097	—	1,097
Net loss	—	—	—	—	—	—	(27,101)	(27,101)
Balances at September 30, 2021 (unaudited)	42,530	$ 82,140	596,731	$ 739,694	8,271	$ 26,691	$ (753,573)	$ 12,812


	Shares	%
Spring Valley Class A Shareholders	14,400,369	6.5 %
Spring Valley Founders (A)	3,871,009	1.8 %
Total Spring Valley	18,271,378	8.3 %
Legacy NuScale Equityholders	178,396,711	81.0 %
PIPE Shares	23,700,002	10.8 %
Total Shares at Closing (excluding shares below)	220,368,091	100.0 %

Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options	14,742,933
Other - Earn Out Shares (B)	1,643,924
Total Shares	236,754,948

(A) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors.
(B) Spring Valley Founders Shares includes “Earn Out Shares”. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the VWAP is greater than or equal to $14.00 per share.


Noncontrolling Interest	As of and for the three months ended	As of and for the period from May 2, 2022 through
	September 30, 2022	September 30, 2022
NuScale Corp Class A common stock
Beginning of period	42,028,341	42,028,341
Conversion of combined interests into Class A common stock	4,482,338	4,482,338
Exercise of options and warrants	3,666,032	3,666,032
Vesting of earn out shares	1,643,924	1,643,924
End of period	51,820,635	51,820,635

NuScale LLC Class B Units (NCI)
Beginning of period	178,396,711	178,396,711
Conversion of combined interests into Class A common stock	(4,482,338)	(4,482,338)
End of period	173,914,373	173,914,373

Total
Beginning of period	220,425,052	220,425,052
Conversion of combined interests into Class A common stock	—	—
Exercise of options and warrants	3,666,032	3,666,032
Vesting of earn out shares	1,643,924	1,643,924
End of period	225,735,008	225,735,008

Ownership Percentage

NuScale Corp Class A common stock
Beginning of period	19.1 %	19.1 %
End of period	23.0 %	23.0 %

NuScale LLC Class B Units (NCI)
Beginning of period	80.9 %	80.9 %
End of period	77.0 %	77.0 %


(in thousands)	Level 1	Level 2	Level 3	Total
Warrant Liabilities:
Public Warrants	$ 19,788	$ —	$ —	$ 19,788
Private Placement Warrants	—	18,423	—	18,423
Total Warrant Liabilities as of September 30, 2022	$ 19,788	$ 18,423	$ —	$ 38,211


	September 30,	December 31,
(in thousands)	2022	2021
Furniture and fixtures	$ 173	$ 173
Office and computer equipment	7,512	5,638
Software	16,708	15,227
Test equipment	347	347
Leasehold improvements	2,689	2,689
	27,429	24,074
Less: Accumulated depreciation	(22,513)	(20,632)
Add: Assets under development	56	1,518
Net property, plant and equipment	$ 4,972	$ 4,960


(in thousands)	Nine months ended
	September 30,
	2022	2021
OPERATING CASH FLOW
Net loss	$ (94,383)	$ (74,446)
Adjustments to reconcile net loss to operating cash flow:
Depreciation	1,881	1,517
Amortization of intangibles	133	133
Equity-based compensation expense	5,717	5,285
Increase (decrease) in the fair value of warrant liabilities	(3,287)	—
Net noncash change in right of use assets and lease liabilities	9,331	1,126
Changes in assets and liabilities:
Prepaid expenses and other assets	(9,785)	52
Accounts receivable	(17,981)	(12,333)
Accounts payable and accrued expenses	6,799	2,913
Lease liability	(1,266)	(1,113)
Deferred DOE cost share	(104)	394
Deferred revenue	(284)	818
Accrued compensation	(1,499)	2,265
Net cash used in operating activities	(104,728)	(73,389)
INVESTING CASH FLOW
Purchases of short-term investments	(50,000)	—
Purchases of property, plant and equipment	(1,744)	(1,573)
Net cash used in investing activities	(51,744)	(1,573)
FINANCING CASH FLOW
Proceeds from Transaction, net	341,462	—
Payments of Transaction costs	(2,401)	—
Proceeds from debt issuance	—	27,200
Repayment of debt	—	(47,493)
Proceeds from sale of convertible preferred units	—	192,500
Proceeds from exercise of common unit options	847	432
Repurchase of common units	(566)	(17)
Issuance of treasury units	20	93
Proceeds from exercise of warrants and common share options	27,524	—
Net cash provided by financing activities	366,886	172,715
Net increase in cash, cash equivalents and restricted cash	210,414	97,753
Cash, cash equivalents and restricted cash
Beginning of period	77,094	4,864
End of period	$ 287,508	$ 102,617
Summary of noncash investing and financing activities:
Assumption of Transaction warrant liabilities	47,532	—
Debt converted to equity	14,181	—
Conversion of equity options to liability award	50	—
Conversion of accounts payable to convertible preferred units	—	66
Equity issuance fees	—	1,960
Capital expenditures in accounts payable	149	214
Warrants converted into equity	6,268	—
Supplemental disclosures of cash flow information:
Cash paid for interest	—	1,478


Cash						$ 341,462
Warrant liabilities						(47,532)
Total net assets						$ 293,930


	Three Months Ended September 30, 2022	May 2, 2022 Through September 30, 2022
Net loss attributable to Class A common stockholders	$ (10,707)	(13,300)
Weighted-average shares for basic and diluted loss per share	46,417,563	44,087,767
Basic and Diluted loss per share of Class A common stock	$ (0.23)	$ (0.30)
Anti-dilutive securities excluded from shares outstanding:
Class B common shares	173,914,373	173,914,373
Stock options	12,971,828	12,971,828
Warrants	18,459,203	18,459,203
Time-based RSUs	2,163,743	2,163,743
Total	207,509,147	207,509,147


Share Options	Number of Shares	Weighted Average Exercise Price
Outstanding at December 31, 2021	15,393,670	$ 3.64
Granted	208,013	9.53
Exercised	(2,455,609)	1.22
Forfeited	(57,668)	6.80
Expired	(116,578)	3.24
Outstanding at September 30, 2022	12,971,828	3.87
Exercisable at September 30, 2022	11,251,135	3.41



Risk-free interest rate			1.44 %
Expected dividend yield			NA
Expected option life			6.25 years
Expected price volatility			73.98 %

SEC Form 424B3 filed by Spring Valley Acquisition Corp.